SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 14a-12
STARTEC GLOBAL COMMUNICATIONS CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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STARTEC GLOBAL COMMUNICATIONS CORPORATION
1151 SEVEN LOCKS ROAD
POTOMAC, MARYLAND 20854
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER __, 2001
To the Stockholders of
Startec Global Communications Corporation:
Notice is hereby given that a Special Meeting of Stockholders of Startec
Global Communications Corporation (the "Company"), a Delaware corporation, will
be held at the Best Western Washington Gateway Hotel, 1251 West Montgomery
Avenue, Rockville, Maryland 20850, on October __, 2001, commencing at 10:00
A.M., for the following purpose, as described in the Proxy Statement
accompanying this Notice:
1. To request authorization to amend the Company's Restated Certificate of
Incorporation to increase the number of authorized shares of common
stock, par value $.01 per share, from 100,000,000 to as many as, but not
more than, 300,000,000.
The Company's Board of Directors has no knowledge of any other business to
be presented or transacted at the Special Meeting.
This request is made in conjunction with the Company's ongoing efforts to
restructure its debt. The Board of Directors believes that a final agreement
with the Company's secured and unsecured creditors as to the form and substance
of the restructuring is imminent. As part of this restructuring, the Company has
also sought additional third-party investment, and expects to secure commitments
for such financing in the near future. Approval of the proposed share increase
will give the Company's management the substantial flexibility necessary to
complete these various transactions in the Company's best interest.
Only stockholders of record of the Company's Common Stock on September 6,
2001 are entitled to notice of and to vote at the Special Meeting. Further
information as to the matters to be considered and acted upon at the Special
Meeting can be found in the accompanying Proxy Statement.
By Order of the Board of Directors,
JEFFREY L. POERSCH
Assistant Secretary
September 25, 2001
YOU ARE CORDIALLY INVITED AND URGED TO ATTEND THE SPECIAL MEETING IN
PERSON. TO ASSURE YOUR REPRESENTATION AT THE SPECIAL MEETING, PLEASE VOTE, SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE, WHETHER OR NOT
YOU EXPECT TO ATTEND IN PERSON. STOCKHOLDERS WHO ATTEND THE MEETING MAY REVOKE
THEIR PROXIES AND VOTE IN PERSON IF THEY DESIRE.
STARTEC GLOBAL COMMUNICATIONS CORPORATION
1151 SEVEN LOCKS ROAD
POTOMAC, MARYLAND 20854-2905
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PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 15, 2001
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This Proxy Statement, the foregoing Notice of Special Meeting of
Stockholders and the enclosed form of proxy are first being sent or delivered to
stockholders on or about September 25, 2001, in connection with the solicitation
of proxies for use by our Board of Directors, at a Special Meeting of
Stockholders ("Special Meeting") which will be held at Best Western Washington
Gateway Hotel, 1251 West Montgomery Avenue, Rockville, Maryland 20850, on
October __, 2001, commencing at 10:00 A.M. for the purposes set forth in the
foregoing Notice of Special Meeting of Stockholders, and at any and all
adjournments or postponements thereof.
The presence in person or by proxy of holders of record of a majority of
the outstanding shares of the Company's common stock, par value $.01 per share
("Common Stock"), is required to constitute a quorum for the transaction of
business at the Special Meeting.
If the accompanying form of proxy is properly executed and returned, the
shares represented thereby will be voted in accordance with the instructions
specified therein. Any stockholder executing a proxy has the power to revoke it
at any time prior to the voting thereof on any matter (without, however,
affecting any vote taken prior to such revocation) by delivering written notice
to the Assistant Secretary of the Company, by executing and delivering to the
Company another proxy dated as of a later date or by voting in person at the
Special Meeting.
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The date of this Proxy Statement is September ____, 2001.
THE SPECIAL MEETING
MATTERS TO BE CONSIDERED
This Special Meeting has been called to submit for shareholder approval a
proposed amendment to the Company's Restated Certificate of Incorporation that
would increase the number of authorized shares of the Company's Common Stock
(the "Common Stock") from 100,000,000 shares to 300,000,000 shares.
RECORD DATE AND OUTSTANDING STOCK
The record date ("Record Date") for determining those stockholders
entitled to notice of and to vote at the Special Meeting is September 6, 2001.
At that date, there were outstanding 16,554,156 shares of Common Stock.
PROXIES
SOLICITATION. Solicitation of proxies is being made by management at the
direction of the Board of Directors, without additional compensation, through
the mail, in person or by telephone. The cost of such solicitation will be borne
by the Company. In addition, the Company will request brokers and other
custodians, nominees and fiduciaries to forward proxy-soliciting material to the
beneficial owners of Common Stock held of record by such persons, and the
Company will reimburse them for their reasonable expenses in so doing.
REVOCATION. The execution of a proxy does not affect the right to vote in
person at the Special Meeting. A proxy may be revoked by the person giving it at
any time before it has been voted at the Special Meeting by submitting a later
dated proxy or by giving written notice to the Secretary of the Company. Unless
a proxy is revoked or there is a direction to abstain on one or more proposals,
it will be voted on each proposal and, if a choice is made with respect to any
matter to be acted upon, in accordance with such choice.
SIGNATURES IN CERTAIN CASES. If a stockholder is a corporation, the
enclosed proxy should be signed in its corporate name by an authorized officer
and his or her title should be indicated. If stock is registered in the name of
two or more trustees or other persons, the proxy must be signed by a majority of
them. If stock is registered in the name of a decedent, the proxy should be
signed by an executor or administrator, and his or her title as such should
follow the signature.
QUORUM AND VOTING
The presence, in person or by proxy, of holders of record of a majority of
the outstanding shares of Common Stock is required to constitute a quorum for
the transaction of business at the Special Meeting. As to all matters, each
stockholder is entitled to one vote for each share of Common Stock held.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. Abstentions and
broker non-votes will be are counted as votes against the proposal to increase
our authorized common stock.
As of September 6, 2001, directors and executive officers of the Company
and their affiliates had the power to vote approximately 21.3% of the
outstanding Common Stock.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock on September 6, 2001 by (i) each person
known by the Company to be the beneficial owner of more than five percent of any
class of its voting securities, (ii) each director and executive officer, and
(iii) all directors and executive officers as a group.
NUMBER OF PERCENTAGE OF
NAME AND ADDRESS (1) SHARES (2) CLASS
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Ram Mukunda (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,528,675 20.40%
Prabhav V. Maniyar (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111,316 *
Sudhakar Shenoy (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 *
Nazir G. Dossani (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,000 *
Richard K. Prins (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,000 *
Anthony A. Das (8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - *
John H. Wolaver (9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - *
All Directors and Executive Officers as a group (7 persons) . . . . . . . . . . . . 3,693,991 21.30%
Liberty Wanger Asset Management, L.P. (10) . . . . . . . . . . . . . . . . . . . . . 933,000 5.40%
227 West Monroe Street, Suite 3000
Chicago, Illinois 60606
RS Investment Management Co. LLC (11) . . . . . . . . . . . . . . . . . . . . . . . 1,995,000 11.50%
388 Market Street, Suite 200
San Francisco, California 94111
Zesiger Capital Group, LLC (12) . . . . . . . . . . . . . . . . . . . . . . . . . . 2,667,100 15.40%
320 Park Avenue, 30th Floor
New York, New York 10022
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* Represents beneficial ownership of less than one percent of the outstanding
shares of our class of common stock.
(1) Unless otherwise noted, the address of all persons listed is c/o Startec
Global Communications Corporation, 1151 Seven Locks Road, Potomac, Maryland
20854-2905.
(2) Beneficial ownership is determined in accordance with the rules of the SEC.
Shares of common stock subject to options, warrants or other rights to
purchase which are currently exercisable or are exercisable within 60
days of the Record Date are deemed beneficially owned for computing the
percentage ownership of the persons holdings such options, warrants or
rights, but are not deemed outstanding for computing the percentage
ownership of any other person. Unless otherwise indicated, each person
possesses sole voting and investment power with respect to the shares
shown.
(3) Does not include unexercisable options to purchase 170,000 shares of our
common stock.
(4) Does not include unexercisable options to purchase 136,000 shares of common
stock.
(5) Does not include unexercisable options to purchase 20,000 shares of common
stock.
(6) Does not include unexercisable options to purchase 30,000 shares of common
stock.
(7) Includes a warrant to purchase 33,000 shares of common stock. Does not
include unexercisable options to purchase 30,000 shares of common stock.
(8) Does not include unexercisable options to purchase 49,500 shares of common
stock.
(9) Does not include unexercisable options to purchase 36,500 shares of common
stock.
(10) As reported on Schedule 13G filed with the SEC on February 14, 2001.
(11) As reported on Schedule 13G filed with the SEC on February 15, 2001.
(12) As reported on Schedule 13G filed with the SEC on December 6, 2000.
PROPOSAL I
AUTHORIZATION TO AMEND COMPANY'S RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED SHARES OF COMMON STOCK
In a meeting held on September 13, 2001, the Board of Directors passed
resolutions approving, and requesting that the Shareholders authorize, and
amendment to the Company's Restated Certificate of Incorporation, which would
increase the number of authorized shares of the Company's Common Stock from
100,000,000 shares to 300,000,000 shares.
"If this proposal is approved, that Paragraph (a) of Article IV of the
Restated Certificate of Incorporation of the Company will be amended by deleting
said Paragraph (a) in its entirety and substituting in lieu thereof a new
Paragraph (a) of Article IV that reads as follows:
'(a) The total number of shares of capital stock of all classes which the
Corporation has authority to issue is three hundred twenty million (320,000,000)
shares, three hundred million (300,000,000) shares of which are common stock,
par value one cent ($.01) per share ("Common Stock") and twenty million
(20,000,000) shares of which are shares of blank check preferred stock, par
value One Dollar ($1.00) per share ("Preferred Stock"). Of the authorized shares
of Preferred Stock, Twenty Five Thousand (25,000) shares are designated as
Series A Junior Participating Preferred Stock (the description of which is set
forth in (c) below). The Board of Directors may classify and reclassify in any
one or more respects the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications or terms or conditions
of redemption of such shares of stock.'"
On September 6, 2001, the Company had 16,554,156 shares of Common Stock
issued and outstanding, and no shares of Preferred Stock issued and outstanding.
This number does not include 3,062,519 shares reserved for issuance under
outstanding options and warrants to purchase shares of Common Stock. As of such
date, therefore, there were 20,383,325 shares of authorized Common Stock not
reserved for such purposes and available for issuance.
The Board of Directors has deemed it advisable and in the best interests
of the Company to amend Paragraph (a) of Article IV of the Restated Certificate
of Incorporation to increase the authorized number of shares of Common Stock to
as much as 300,000,000. The purpose of such increase is to place the Company in
a position where it will continue to have a sufficient number of shares of
authorized and unissued capital stock which can be issued for or in connection
with such corporate purposes as may, from time to time, be considered advisable
by the Board of Directors. Having such shares available for issuance in the
future will give the Company greater flexibility and will allow such shares to
be issued as determined by the Board of Directors of the Company without the
expense and delay of a special shareholders' meeting to approve such additional
authorized capital stock. Such corporate purposes could include, without
limitation: (a) the issuance pursuant to stock splits, (b) the issuance of
Common Stock upon exercise of options granted under the Company's various stock
option plans or in connection with other employee benefit plans, (c) the
issuance of capital stock upon the conversion of any preferred stock, the
exercise of warrants or the conversion of other securities convertible into
Common Stock which may be outstanding from time to time, and (d) issuance in
connection with an offering to raise capital for the Company; or (e) the
issuance of Common Stock in conjunction with a restructuring of the Company's
debt.
The authorized shares of capital stock in excess of those presently issued
will be available for issuance at such times and for such purposes as the Board
of Directors may deem advisable without further action by the Company's
shareholders, except as may be required by the Restated Certificate of
Incorporation and applicable laws and regulations. Any future issuance of shares
will be subject to the rights of holders of shares of any then outstanding
preferred stock.
The Amendment, if adopted, may have the result of making it more difficult
for any persons or group of persons, other than the current principal
shareholders and management, to acquire control of the Company, even if such
attempt would be beneficial to the company and its stockholders by expanding the
ability of the Company to issue shares and thereby dilute the voting power of
any person or group that might accumulate shares in order to attempt to effect a
change in control. Although the Amendment might have such effect, the Amendment
has been proposed by the Board of Directors for the reasons set forth above and
not for anti-takeover reasons.
In particular, the Company is presently negotiating with its secured and
unsecured creditors to relieve the Company's debt burden. One possible result of
these negotiations would be the conversion of the Company's debt into equity, by
issuing a substantial portion of the Company's authorized Common Stock to its
current creditors. As a result, the equity of the current holders of Company's
Common Stock would be substantially and materially diluted.
If approved by the shareholders as hereinafter provided, the Amendment
will become effective upon the filing of articles of amendment relating thereto
with the Secretary of State of Delaware, which will occur, provided that the
Board of Director still deems such action to be in the best interest of the
company and its stockholders, as soon as reasonably practicable following such
approval.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF PROPOSAL I.
OTHER MATTERS
No other matters will be presented for consideration at the Special
Meeting.
STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
Any stockholder who, in accordance with and subject to the provisions and
rules of the Securities and Exchange Commission and applicable laws of the State
of Delaware, wishes to submit a proposal for inclusion in Company's proxy
statement for its 2002 Annual Meeting of Stockholders, must deliver such
proposal, in writing, to the principal executive offices of Company, 1151 Seven
Locks Road, Potomac, Maryland 20854-2905, Attention: Jeffrey L. Poersch,
Assistant Secretary, on or prior to January 31, 2002. Any stockholder who wishes
to submit a proposal to be presented to the Company's 2002 Annual Meeting of
Stockholders, but which will not be included in the Company's Proxy Statement,
must be delivered, in writing, on or prior to the anniversary date of the 2000
Annual Meeting of Stockholders or such date as otherwise provided in the
Company's Bylaws. Management may exercise discretionary voting authority as to
such proposal unless it is delivered, in writing, on or prior to April 15, 2002.
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS
PROXY STATEMENT, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K (INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO) AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR ITS
MOST RECENT FISCAL YEAR. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO JEFFREY L.
POERSCH, ASSISTANT SECRETARY, AT 1151 SEVEN LOCKS ROAD, POTOMAC, MARYLAND
20854-2905.
PROXY
STARTEC GLOBAL COMMUNICATIONS CORPORATION
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS 10/15/01
The undersigned hereby appoints RAM MUKUNDA and PRABHAV V. MANIYAR, or
either of them acting in the absence of the other, with full power of
substitution, the proxy or proxies for and in the name of the undersigned to
attend the Special Meeting of Stockholders of Startec Global of Communications
Corporation, to be held on October 15, 2001, and at any adjournments thereof, to
vote the shares of Common Stock of Startec Global Communications Corporation
that the signer would be entitled to vote if personally present as indicated
below and on the reverse side hereof and on any other matters brought before the
meeting, all as set forth in the Notice of Meeting and Proxy Statement of
Startec Global Communications Corporation dated September ___, 2001, receipt of
which is hereby acknowledged.
Please date, sign and return promptly.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF STARTEC GLOBAL
COMMUNICATIONS CORPORATION.
1. AUTHORIZATION TO AMEND COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE AUTHORIZED SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, FROM
100,000,000 TO 300,000,000.
/ / FOR PROPOSAL I / / AGAINST PROPOSAL I / / ABSTAIN FROM VOTING ON PROPOSAL I
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The Board of Directors recommends that you vote FOR Proposal I
Your signature(s) on this form of proxy should be exactly as your name and/or
names appear on this proxy. If the stock is held jointly, each holder should
sign. If signing is by an attorney, executor, administrator, trustee or
guardian, please give full title.
Dated ______________________, 2001
___________________________________
Signature
___________________________________
Signature
THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED AS DIRECTED BY
THE STOCKHOLDER. IF NO DIRECTION
IS GIVEN WHEN THE FULLY EXECUTED
PROXY IS RETURNED, SUCH SHARES
WILL BE VOTED IN ACCORDANCE WITH
THE RECOMMENDATION OF THE BOARD OF
DIRECTORS FOR THE NOMINEE.